ORIGINAL oslash~~2fj~~j Oslash) iexcl~ fl- ~ fi t 2 u 2112 ~ - -~ amp9 J

UNITED STATES OF AMERICA ~yFEDERAL TRADE COMMISSION OFFICE OF ADMINSTRATIVE LAW JUDGES

) In the Matter of ) PUBLIC

) McWane Inc ) DOCKET NO 9351

) Respondent )

)

MOTION OF NON-PARTY AMERICAN CAST IRON PIPE COMPANY FOR IN CAMERA TREATMENT OF PROPOSED EVIDENCE

American Cast Iron Pipe Company (ACIPCO) a non-party to the above styled action

respectfully moves pursuant to 16 CFR sect 345(b) for an order granting in camera treatment of

certain documents that it produced in response to third party subpoenas issued by Complaint

Counsel and respondent McWane Inc (McWane) that have been designated for possible

introduction in the administrative trial in this matter

By letter dated July 17 2012 Complaint Counsel notified ACIPCO that it intends to

introduce into evidence certain documents produced by ACIPCO in response to its subpoena

and certain excerpts from the May 17 2012 depositions of ACIPCO employees Jerr Burns and

Michael Hays Counsel for McWane has also notified ACIPCO that McWane intends to

introduce into evidence certain excerpts from the transcripts of Messrs Burns and Hayss

depositions

The ACIPCO documents designated by the Complaint Counsel for possible introduction

into evidence include among others the following documents (the Confidential Documents)

Exhibit CX 1894 (ACIPOOOOO 1-000002)

Exhibit CX 1895 (ACIP000003-000007)

Exhibit CX 1902 (ACIP002676-002679)

2020255 v2

Exhibit CX 1907 (ACIP000068-000069)

Exhibit CX 1924 (ACIP00260 1-002603)

Exhibit CX 2295 (ACIP000018-000018)

Exhibit CX 2296 (ACIP000019-000019)

Each of the Confidential Documents are attached as exhibits to the Affidavit of J

Michael OBrien in support of this Motionl (the OBrien Aff) which is attached to this

Motion as Exhibit A Each ofthe Confidential Documents including those produced in native

format (Exhibits CX 2295 and CX 2296) were produced as confidential material subject to the

Protective Order entered in this matter on January 5 2012

The Confidential Documents contain information that is competitively sensitive for

ACIPCO and which ACIPCO holds in strict confidence Public disclosure ofthese materials is

likely to cause direct serious harm to ACIPCOs competitive position Therefore pursuant to 16

CPR sect 345(b) ACIPCO respectfully moves for in camera treatment of the Confidential

Documents identified in the OBrien Affdavit

I DESCRIPTION OF CONFIDENTIAL DOCUMNTS

Exhibit CX 1894 is a summary of ACIPCOs sales of its domestically manufactured

fittings for the year 2009 and the year 2010 (through August 182010) The summary includes

substantial confidential information of ACIPCO including the types of customers to whom

ACIPCO made sales the total sales figures for the relevant time period and the total tonnage

1 Two of the documents Exhibits CX 2295 and CX 2296 are excel spreadsheets that

were produced in native format (which is why each are labeled with only one Bates number) and are quite voluminous The first several pages of both Exhibits CX 2295 and CX 2296 are attached to the OBrien Aff as exemplars of the complete spreadsheets All succeeding pages of each exhibit contain the same type of information contained on the first several pages ACIPCO has not attached the full spreadsheets due to their bulk but wil provide them should the Court desire

2020255 v2 2

sold Furthermore certain other confidential information including the price per ton as sold to

certain types of customers could be derived from Exhibit CX 1894 even though such

information is not disclosed on the document (OBrien Aff ir 5)

Exhibit CX 1895 is a quarterly summary of ACIPCOs sales of its domestically

manufactured fittings for the year 2008 through the first quarter of201 1 The sales figures are

broken down by the size of the fittings sold by ACIPCO This exhibit contains not only

ACIPCOs sales figures for each quarter between 2008 and the first quarter of 2011 for the

different size fittings sold by ACIPCO but also the total amount of tons sold during the same

time period and for each of the different sizes of fittings As with Exhibit CX 1894 per ton

pricing information can be derived from the data in Exhibit CX 1895 Disclosure of the

information contained in Exhibits CX 1894 and 1895 would severely harm ACIPCO because

ACIPCOs competitors would gain access to internal confidential sales data which would not

otherwise be available to such competitors (OBrien Aff irir 6 7)

Exhibit CX 1902 is a February 22 2011 email and attachment The email and the

attachment are an internal discussion regarding ACIPCOs business plan and strategy with

regard to fittings and are thus highly confidentiaL Disclosure of this plan would severely harm

ACIPCO because its competitors would have direct insight into its future business plan and

strategy with regard to an entire segment of its business -- fittings Such a disclosure would put

ACIPCO at a severe competitive disadvantage (OBrien Aff irir 8 11)

Exhibit CX 1907 is an internal March 2011 email string between ACIPCO personnel

regarding its fittings negotiations including those related to pricing with another major fittings

supplier ACIPCO purchases fittings from this company for resale to ACIPCO customers and

this company is the supplier of the overwhelming majority of the fittings sold by ACIPCO with

2020255 v2 3

the exception being a few large diameter fittings that ACIPCO manufactures ACIPCO invests

significant time and resources in conducting negotiations with its customers and suppliers

Disclosure of this exhibit would allow ACIPCOs competitors including the manufacturerIi

referenced in the email string to view and analyze ACIPCOs internal pricing and business

strategy and would substantially affect and harm ACIPCOs future dealings with its customers

and suppliers (OBrien Aff irir 9 11)

Exhibit CX 1924 is a September 2009 email string and a related attachment The

attachment contains data regarding ACIPCOs average costs to purchase fittings and ACIPCOs

average costs to manufacture fittings The email discusses the data contained in the attachment

and discusses ACIPCOs strategy for the purchase and manufacture of fittings based on the data

As with the previous exhibits this exhibit contains highly confidential internal business strategy

as well as confidential internal cost data ACIPCO would be at a severe competitive

disadvantage if its competitors were permitted to review the data contained in the attachment and

the internal strategy discussion contained in the emaiL The candor contained in both Exhibits

CX 1907 and CX 1924 demonstrate the expectation that the strategy discussions and data would

remain confidentiaL (OBrien Aff irir 10 11)

Exhibits CX 2295 and CX 2296 are voluminous spreadsheets containing information

relating to ACIPCOs fittings sales by its two divisions American Ductile Iron Pipe and

American Flow Control Together these two divisions account for all fittings sales by ACIPCO

The spreadsheets contain customer names dates of sales a description of the products sold the

quantities of the products sold the total tonnage sold and the total price paid by each customer

for the time period January 2003 - March 2012 Thus these spreadsheets contain a complete and

detailed sales history of every fittings sale by ACIPCO during the time period covered in the

2020255 v2 4

spreadsheets ACIPCO considers all of the information contained on these spreadsheets

particularly the identity of its customers the products such customers buy and the prices paid by

such customers to be trade secrets vital to the company and highly confidentiaL (OBrien Aff

irir 12 13)

Disclosure of the information contained in Exhibits CX 2295 and CX 2296 would make

public the lists of customer names the products purchased and the prices paid by those

customers all of which ACIPCO and its divisions consider to be trade secrets vital to the

company and highly confidential information As these exhibits also include a description of the

type and quantity of particular fittings bought by each customer the date of the sale and the

prices paid by each customer public disclosure of this information would provide ACIPCOs

customers and competitors with information that might be used (i) by ACIPCOs competitors to

poach ACIPCO customers and (ii) by ACIPCOs customers in future pricing negotiations all of

which would be substantially detrimental to ACIPCOs business (OBrien Aff ir 13)

II ACIPCOS CONFIDENTIAL DOCUMNTS DESERVE IN CAMERA TREATMENT

The documents that are described in this motion warrant in camera treatment as provided

by 16 CFR sect 345(b) Under 16 CFR sect 345(b) requests for in camera treatment must show

that public disclosure ofthe document in question wil result in a clearly defined serious injury

to the person or corporation whose records are involved HP Hood amp Sons Inc 58 FTC

1184 1188 (1961) That showing of a clearly defined serious injury can be made by

establishing that the document in question is sufficiently secret and sufficiently material to the

applicants business that disclosure would result in serious competitive injury In re General

Foods Corp 95 FTC 352 355 (1980) In this context the courts have generally attempted to

protect confidential business information from unnecessary airing Hood 58 F TC at 1188

2020255 v2 5

In this instance the public disclosure of the Confidential Documents would be

unnecessary because they are not essential to explain the rationale of the Commissions decision

in the above styled matter In addition several factors warrant in camera treatment of the

Confidential Documents

A ACIPCO has preserved the confidentiality of the Confidential Documents

ACIPCO has taken significant steps to protect the confidential nature ofthe Confidential

Documents all of which were produced under a compulsory subpoena process ACIPCO

produced all the Confidential Documents subject to the Protective Order entered in this matter

and designated all such documents as confidential either by stamping confidential on all such

documents or by designating the documents as confidential in an accompanying

correspondence (OBrien Aff ir 14)

Furthermore ACIPCO keeps the information contained in the Confidential Documents

confidential and the information is not publicly available (OBrien Aff ir 15) ACIPCO has

taken reasonable measures to protect the confidentiality of the Confidential Documents

(OBrien Aff ir 15) Only a limited number of ACIPCO employees have knowledge of or

access to the information contained in the Confidential Documents and it would be extremely

difficult if not impossible for ACIPCOs competitors or other outside persons to access or reshy

create the information contained therein (OBrien Aff ir 16) These efforts demonstrate that

ACIPCO has gone to great lengths to preserve the confidentiality ofthe information contained in

the Confidential Documents

B Disclosure of the information in the Confidential Documents would result in

serious competitive injury to ACIPCO

Each of the Confidential Documents contain information that is central to ACIPCOs

business and its disclosure would have a serious and direct impact on its competitive position in

2020255 v2 6

the fittings business The information contained in the Confidential Documents would be

extremely valuable to ACIPCOs business parers and competitors as it would provide behindshy

the-scenes insight into ACIPCOs sales pricing customers business strategies and negotiation

strategies all of which are highly confidential and unavailable to the public

For example if ACIPCOs competitors and business partners are able to view internal

discussions regarding business strategy negotiations and pricing such competitors could use that

information to their advantage and ACIPCOs disadvantage in future negotiations

Furthermore if ACIPCOs customers are able to view the prices and rates that all of ACIPCOs

other customers pay they could use that information to leverage different prices and rates for

themselves Similarly if ACIPCOs competitors are able to view ACIPCOs customer lists and

sales information those competitors would be free to approach ACIPCOs customers armed with

valuable information and possibly poach ACIPCOs customers

Taken together the information contained in the Confidential Documents is central to

ACIPCOs business Preserving the confidentiality of this commercially sensitive information is

critical for ACIPCO to maintain its market position and competitive advantage which are the

result of substantial investment over many years (OBrien Aff ir 18) If accorded access to this

confidential information ACIPCOs competitors and business parners could unfairly exploit the

information to their advantage Disclosure would allow ACIPCOs competitors to pinpoint

ACIPCOs prices and use this non-public information to target ACIPCOs customers for their

own competitive gain Access to this information would also enable ACIPCOs competitors to

gain an understanding of ACIPCOs business and negotiating strategies all of which would have

an immediate and lasting detrimental effect on ACIPCOs ability to compete in the fittings

market

2020255 v2 7

The Confidential Documents which are non-public documents of a non-party are the

types of protected materials the public -- and by extension competitors -- should not be permitted

to access If disclosed their confidentiality is destroyed completely and ACIPCO wil suffer

significant harm

C The likelihood of serious competitive harm to ACIPCO outweighs any public

interest in disclosure of the Confidential Documents

As a non-party requesting in camera treatment of confidential competitively sensitive

business information ACIPCO deserves special solicitude for its Confidential Documents In

the Matter of Kaiser Aluminum amp Chemical Corporation 103 FTC 500 (1984) (order directing

in camera treatment for sales statistics over five years old) Granting in camera treatment of

confidential competitively sensitive information for a reasonable period encourages non-parties

to cooperate with future discovery requests in adjudicative proceedings Id Indeed ACIPCO

has cooperated with the discovery demands made upon it by the Complaint Counsel and

Mc Wane in this case

On the other hand publicly disclosing ACIPCOs sensitive information wil not

materially promote the resolution of this matter nor wil it be necessary to understand the

Courts decision-making process In re Bristol-Myers Co 90 FTC 455 456 (1977) Thus the

balance ofthe interests clearly favors in camera treatment for the Confidential Documents in this

matter

D Protection for the Confidential Documents warrants lasting protection

The information contained in Confidential Documents warrants lasting protection

because it is sufficiently secret and sufficiently material to (ACIPCOs) business that disclosure

would result in competitive injury General Foods 95 FTC at 355 see also 16 CFR sect

345(b) Hood 58 FTC at 1188 (courts have generally attempted to protect confidential

2020255 v2 8

business information from unnecessary airing) Indefinite in camera treatment is granted under

certain circumstances including where the competitive sensitivity or the proprietary value of the

information wil not diminish with the passage of time In re Coca Cola Co 1990 FTC LEXIS

364 (Oct 17 1990) Examples of this information include trade secrets secret formulas

processes and other secret technical information and information that is privileged In re

Hoechst Marion RousseL Inc 2000 FTC LEXIS 157 (Nov 22 2000)

Exhibits CX 2295 and 2296 in particular warrant indefinite in camera treatment

because such exhibits contain lists of ACIPCOs customers which are trade secrets under

Alabama law under certain circumstances that are present in this instance See Public Systems

Inc v Towry 587 So 2d 969 973 (Ala 1991) (customers lists may be treated as trade secrets

especially when the lists contain specific information about customers for example their

buying habits)

The remaining Confidential Documents contain core business information customer

data pricing and cost information business strategies and negotiating strategies that are vital to

ACIPCOs competitive position and overall business strategy (OBrien Aff ir 17)

Accordingly ACIPCO respectfully requests that Exhibits CX 1894 CX 1895 CX 1902 CX

1907 and CX 1924 be afforded in camera treatment for a period of five years

Respectfully submitted this the 19th day of September 2012

lsi Brent W Dorner Gary M London (LON001) John C Morrow (MOR054) Brent W Dorner (DOR026)

Attorneys for AMRICAN CAST IRON PIPE COMPANY

OF COUNSEL

2020255 v2 9

BURR amp FORMAN LLP 3400 Wachovia Tower 420 North 20th Street Biringham Alabama 35203

Telephone (205) 251-3000 Facsimile (205) 458-5100 Email glondonburrcom

jmorrowburrcom bdornerburrcom

2020255 v2 10

Exhibit CX 1907 (ACIP000068-000069)

Exhibit CX 1924 (ACIP00260 1-002603)

Exhibit CX 2295 (ACIP000018-000018)

Exhibit CX 2296 (ACIP000019-000019)

Each of the Confidential Documents are attached as exhibits to the Affidavit of J

Michael OBrien in support of this Motionl (the OBrien Aff) which is attached to this

Motion as Exhibit A Each ofthe Confidential Documents including those produced in native

format (Exhibits CX 2295 and CX 2296) were produced as confidential material subject to the

Protective Order entered in this matter on January 5 2012

The Confidential Documents contain information that is competitively sensitive for

ACIPCO and which ACIPCO holds in strict confidence Public disclosure ofthese materials is

likely to cause direct serious harm to ACIPCOs competitive position Therefore pursuant to 16

CPR sect 345(b) ACIPCO respectfully moves for in camera treatment of the Confidential

Documents identified in the OBrien Affdavit

I DESCRIPTION OF CONFIDENTIAL DOCUMNTS

Exhibit CX 1894 is a summary of ACIPCOs sales of its domestically manufactured

fittings for the year 2009 and the year 2010 (through August 182010) The summary includes

substantial confidential information of ACIPCO including the types of customers to whom

ACIPCO made sales the total sales figures for the relevant time period and the total tonnage

1 Two of the documents Exhibits CX 2295 and CX 2296 are excel spreadsheets that

were produced in native format (which is why each are labeled with only one Bates number) and are quite voluminous The first several pages of both Exhibits CX 2295 and CX 2296 are attached to the OBrien Aff as exemplars of the complete spreadsheets All succeeding pages of each exhibit contain the same type of information contained on the first several pages ACIPCO has not attached the full spreadsheets due to their bulk but wil provide them should the Court desire

2020255 v2 2

sold Furthermore certain other confidential information including the price per ton as sold to

certain types of customers could be derived from Exhibit CX 1894 even though such

information is not disclosed on the document (OBrien Aff ir 5)

Exhibit CX 1895 is a quarterly summary of ACIPCOs sales of its domestically

manufactured fittings for the year 2008 through the first quarter of201 1 The sales figures are

broken down by the size of the fittings sold by ACIPCO This exhibit contains not only

ACIPCOs sales figures for each quarter between 2008 and the first quarter of 2011 for the

different size fittings sold by ACIPCO but also the total amount of tons sold during the same

time period and for each of the different sizes of fittings As with Exhibit CX 1894 per ton

pricing information can be derived from the data in Exhibit CX 1895 Disclosure of the

information contained in Exhibits CX 1894 and 1895 would severely harm ACIPCO because

ACIPCOs competitors would gain access to internal confidential sales data which would not

otherwise be available to such competitors (OBrien Aff irir 6 7)

Exhibit CX 1902 is a February 22 2011 email and attachment The email and the

attachment are an internal discussion regarding ACIPCOs business plan and strategy with

regard to fittings and are thus highly confidentiaL Disclosure of this plan would severely harm

ACIPCO because its competitors would have direct insight into its future business plan and

strategy with regard to an entire segment of its business -- fittings Such a disclosure would put

ACIPCO at a severe competitive disadvantage (OBrien Aff irir 8 11)

Exhibit CX 1907 is an internal March 2011 email string between ACIPCO personnel

regarding its fittings negotiations including those related to pricing with another major fittings

supplier ACIPCO purchases fittings from this company for resale to ACIPCO customers and

this company is the supplier of the overwhelming majority of the fittings sold by ACIPCO with

2020255 v2 3

the exception being a few large diameter fittings that ACIPCO manufactures ACIPCO invests

significant time and resources in conducting negotiations with its customers and suppliers

Disclosure of this exhibit would allow ACIPCOs competitors including the manufacturerIi

referenced in the email string to view and analyze ACIPCOs internal pricing and business

strategy and would substantially affect and harm ACIPCOs future dealings with its customers

and suppliers (OBrien Aff irir 9 11)

Exhibit CX 1924 is a September 2009 email string and a related attachment The

attachment contains data regarding ACIPCOs average costs to purchase fittings and ACIPCOs

average costs to manufacture fittings The email discusses the data contained in the attachment

and discusses ACIPCOs strategy for the purchase and manufacture of fittings based on the data

As with the previous exhibits this exhibit contains highly confidential internal business strategy

as well as confidential internal cost data ACIPCO would be at a severe competitive

disadvantage if its competitors were permitted to review the data contained in the attachment and

the internal strategy discussion contained in the emaiL The candor contained in both Exhibits

CX 1907 and CX 1924 demonstrate the expectation that the strategy discussions and data would

remain confidentiaL (OBrien Aff irir 10 11)

Exhibits CX 2295 and CX 2296 are voluminous spreadsheets containing information

relating to ACIPCOs fittings sales by its two divisions American Ductile Iron Pipe and

American Flow Control Together these two divisions account for all fittings sales by ACIPCO

The spreadsheets contain customer names dates of sales a description of the products sold the

quantities of the products sold the total tonnage sold and the total price paid by each customer

for the time period January 2003 - March 2012 Thus these spreadsheets contain a complete and

detailed sales history of every fittings sale by ACIPCO during the time period covered in the

2020255 v2 4

spreadsheets ACIPCO considers all of the information contained on these spreadsheets

particularly the identity of its customers the products such customers buy and the prices paid by

such customers to be trade secrets vital to the company and highly confidentiaL (OBrien Aff

irir 12 13)

Disclosure of the information contained in Exhibits CX 2295 and CX 2296 would make

public the lists of customer names the products purchased and the prices paid by those

customers all of which ACIPCO and its divisions consider to be trade secrets vital to the

company and highly confidential information As these exhibits also include a description of the

type and quantity of particular fittings bought by each customer the date of the sale and the

prices paid by each customer public disclosure of this information would provide ACIPCOs

customers and competitors with information that might be used (i) by ACIPCOs competitors to

poach ACIPCO customers and (ii) by ACIPCOs customers in future pricing negotiations all of

which would be substantially detrimental to ACIPCOs business (OBrien Aff ir 13)

II ACIPCOS CONFIDENTIAL DOCUMNTS DESERVE IN CAMERA TREATMENT

The documents that are described in this motion warrant in camera treatment as provided

by 16 CFR sect 345(b) Under 16 CFR sect 345(b) requests for in camera treatment must show

that public disclosure ofthe document in question wil result in a clearly defined serious injury

to the person or corporation whose records are involved HP Hood amp Sons Inc 58 FTC

1184 1188 (1961) That showing of a clearly defined serious injury can be made by

establishing that the document in question is sufficiently secret and sufficiently material to the

applicants business that disclosure would result in serious competitive injury In re General

Foods Corp 95 FTC 352 355 (1980) In this context the courts have generally attempted to

protect confidential business information from unnecessary airing Hood 58 F TC at 1188

2020255 v2 5

In this instance the public disclosure of the Confidential Documents would be

unnecessary because they are not essential to explain the rationale of the Commissions decision

in the above styled matter In addition several factors warrant in camera treatment of the

Confidential Documents

A ACIPCO has preserved the confidentiality of the Confidential Documents

ACIPCO has taken significant steps to protect the confidential nature ofthe Confidential

Documents all of which were produced under a compulsory subpoena process ACIPCO

produced all the Confidential Documents subject to the Protective Order entered in this matter

and designated all such documents as confidential either by stamping confidential on all such

documents or by designating the documents as confidential in an accompanying

correspondence (OBrien Aff ir 14)

Furthermore ACIPCO keeps the information contained in the Confidential Documents

confidential and the information is not publicly available (OBrien Aff ir 15) ACIPCO has

taken reasonable measures to protect the confidentiality of the Confidential Documents

(OBrien Aff ir 15) Only a limited number of ACIPCO employees have knowledge of or

access to the information contained in the Confidential Documents and it would be extremely

difficult if not impossible for ACIPCOs competitors or other outside persons to access or reshy

create the information contained therein (OBrien Aff ir 16) These efforts demonstrate that

ACIPCO has gone to great lengths to preserve the confidentiality ofthe information contained in

the Confidential Documents

B Disclosure of the information in the Confidential Documents would result in

serious competitive injury to ACIPCO

Each of the Confidential Documents contain information that is central to ACIPCOs

business and its disclosure would have a serious and direct impact on its competitive position in

2020255 v2 6

the fittings business The information contained in the Confidential Documents would be

extremely valuable to ACIPCOs business parers and competitors as it would provide behindshy

the-scenes insight into ACIPCOs sales pricing customers business strategies and negotiation

strategies all of which are highly confidential and unavailable to the public

For example if ACIPCOs competitors and business partners are able to view internal

discussions regarding business strategy negotiations and pricing such competitors could use that

information to their advantage and ACIPCOs disadvantage in future negotiations

Furthermore if ACIPCOs customers are able to view the prices and rates that all of ACIPCOs

other customers pay they could use that information to leverage different prices and rates for

themselves Similarly if ACIPCOs competitors are able to view ACIPCOs customer lists and

sales information those competitors would be free to approach ACIPCOs customers armed with

valuable information and possibly poach ACIPCOs customers

Taken together the information contained in the Confidential Documents is central to

ACIPCOs business Preserving the confidentiality of this commercially sensitive information is

critical for ACIPCO to maintain its market position and competitive advantage which are the

result of substantial investment over many years (OBrien Aff ir 18) If accorded access to this

confidential information ACIPCOs competitors and business parners could unfairly exploit the

information to their advantage Disclosure would allow ACIPCOs competitors to pinpoint

ACIPCOs prices and use this non-public information to target ACIPCOs customers for their

own competitive gain Access to this information would also enable ACIPCOs competitors to

gain an understanding of ACIPCOs business and negotiating strategies all of which would have

an immediate and lasting detrimental effect on ACIPCOs ability to compete in the fittings

market

2020255 v2 7

The Confidential Documents which are non-public documents of a non-party are the

types of protected materials the public -- and by extension competitors -- should not be permitted

to access If disclosed their confidentiality is destroyed completely and ACIPCO wil suffer

significant harm

C The likelihood of serious competitive harm to ACIPCO outweighs any public

interest in disclosure of the Confidential Documents

As a non-party requesting in camera treatment of confidential competitively sensitive

business information ACIPCO deserves special solicitude for its Confidential Documents In

the Matter of Kaiser Aluminum amp Chemical Corporation 103 FTC 500 (1984) (order directing

in camera treatment for sales statistics over five years old) Granting in camera treatment of

confidential competitively sensitive information for a reasonable period encourages non-parties

to cooperate with future discovery requests in adjudicative proceedings Id Indeed ACIPCO

has cooperated with the discovery demands made upon it by the Complaint Counsel and

Mc Wane in this case

On the other hand publicly disclosing ACIPCOs sensitive information wil not

materially promote the resolution of this matter nor wil it be necessary to understand the

Courts decision-making process In re Bristol-Myers Co 90 FTC 455 456 (1977) Thus the

balance ofthe interests clearly favors in camera treatment for the Confidential Documents in this

matter

D Protection for the Confidential Documents warrants lasting protection

The information contained in Confidential Documents warrants lasting protection

because it is sufficiently secret and sufficiently material to (ACIPCOs) business that disclosure

would result in competitive injury General Foods 95 FTC at 355 see also 16 CFR sect

345(b) Hood 58 FTC at 1188 (courts have generally attempted to protect confidential

2020255 v2 8

business information from unnecessary airing) Indefinite in camera treatment is granted under

certain circumstances including where the competitive sensitivity or the proprietary value of the

information wil not diminish with the passage of time In re Coca Cola Co 1990 FTC LEXIS

364 (Oct 17 1990) Examples of this information include trade secrets secret formulas

processes and other secret technical information and information that is privileged In re

Hoechst Marion RousseL Inc 2000 FTC LEXIS 157 (Nov 22 2000)

Exhibits CX 2295 and 2296 in particular warrant indefinite in camera treatment

because such exhibits contain lists of ACIPCOs customers which are trade secrets under

Alabama law under certain circumstances that are present in this instance See Public Systems

Inc v Towry 587 So 2d 969 973 (Ala 1991) (customers lists may be treated as trade secrets

especially when the lists contain specific information about customers for example their

buying habits)

The remaining Confidential Documents contain core business information customer

data pricing and cost information business strategies and negotiating strategies that are vital to

ACIPCOs competitive position and overall business strategy (OBrien Aff ir 17)

Accordingly ACIPCO respectfully requests that Exhibits CX 1894 CX 1895 CX 1902 CX

1907 and CX 1924 be afforded in camera treatment for a period of five years

Respectfully submitted this the 19th day of September 2012

lsi Brent W Dorner Gary M London (LON001) John C Morrow (MOR054) Brent W Dorner (DOR026)

Attorneys for AMRICAN CAST IRON PIPE COMPANY

OF COUNSEL

2020255 v2 9

BURR amp FORMAN LLP 3400 Wachovia Tower 420 North 20th Street Biringham Alabama 35203

Telephone (205) 251-3000 Facsimile (205) 458-5100 Email glondonburrcom

jmorrowburrcom bdornerburrcom

2020255 v2 10

sold Furthermore certain other confidential information including the price per ton as sold to

certain types of customers could be derived from Exhibit CX 1894 even though such

information is not disclosed on the document (OBrien Aff ir 5)

Exhibit CX 1895 is a quarterly summary of ACIPCOs sales of its domestically

manufactured fittings for the year 2008 through the first quarter of201 1 The sales figures are

broken down by the size of the fittings sold by ACIPCO This exhibit contains not only

ACIPCOs sales figures for each quarter between 2008 and the first quarter of 2011 for the

different size fittings sold by ACIPCO but also the total amount of tons sold during the same

time period and for each of the different sizes of fittings As with Exhibit CX 1894 per ton

pricing information can be derived from the data in Exhibit CX 1895 Disclosure of the

information contained in Exhibits CX 1894 and 1895 would severely harm ACIPCO because

ACIPCOs competitors would gain access to internal confidential sales data which would not

otherwise be available to such competitors (OBrien Aff irir 6 7)

Exhibit CX 1902 is a February 22 2011 email and attachment The email and the

attachment are an internal discussion regarding ACIPCOs business plan and strategy with

regard to fittings and are thus highly confidentiaL Disclosure of this plan would severely harm

ACIPCO because its competitors would have direct insight into its future business plan and

strategy with regard to an entire segment of its business -- fittings Such a disclosure would put

ACIPCO at a severe competitive disadvantage (OBrien Aff irir 8 11)

Exhibit CX 1907 is an internal March 2011 email string between ACIPCO personnel

regarding its fittings negotiations including those related to pricing with another major fittings

supplier ACIPCO purchases fittings from this company for resale to ACIPCO customers and

this company is the supplier of the overwhelming majority of the fittings sold by ACIPCO with

2020255 v2 3

the exception being a few large diameter fittings that ACIPCO manufactures ACIPCO invests

significant time and resources in conducting negotiations with its customers and suppliers

Disclosure of this exhibit would allow ACIPCOs competitors including the manufacturerIi

referenced in the email string to view and analyze ACIPCOs internal pricing and business

strategy and would substantially affect and harm ACIPCOs future dealings with its customers

and suppliers (OBrien Aff irir 9 11)

Exhibit CX 1924 is a September 2009 email string and a related attachment The

attachment contains data regarding ACIPCOs average costs to purchase fittings and ACIPCOs

average costs to manufacture fittings The email discusses the data contained in the attachment

and discusses ACIPCOs strategy for the purchase and manufacture of fittings based on the data

As with the previous exhibits this exhibit contains highly confidential internal business strategy

as well as confidential internal cost data ACIPCO would be at a severe competitive

disadvantage if its competitors were permitted to review the data contained in the attachment and

the internal strategy discussion contained in the emaiL The candor contained in both Exhibits

CX 1907 and CX 1924 demonstrate the expectation that the strategy discussions and data would

remain confidentiaL (OBrien Aff irir 10 11)

Exhibits CX 2295 and CX 2296 are voluminous spreadsheets containing information

relating to ACIPCOs fittings sales by its two divisions American Ductile Iron Pipe and

American Flow Control Together these two divisions account for all fittings sales by ACIPCO

The spreadsheets contain customer names dates of sales a description of the products sold the

quantities of the products sold the total tonnage sold and the total price paid by each customer

for the time period January 2003 - March 2012 Thus these spreadsheets contain a complete and

detailed sales history of every fittings sale by ACIPCO during the time period covered in the

2020255 v2 4

spreadsheets ACIPCO considers all of the information contained on these spreadsheets

particularly the identity of its customers the products such customers buy and the prices paid by

such customers to be trade secrets vital to the company and highly confidentiaL (OBrien Aff

irir 12 13)

Disclosure of the information contained in Exhibits CX 2295 and CX 2296 would make

public the lists of customer names the products purchased and the prices paid by those

customers all of which ACIPCO and its divisions consider to be trade secrets vital to the

company and highly confidential information As these exhibits also include a description of the

type and quantity of particular fittings bought by each customer the date of the sale and the

prices paid by each customer public disclosure of this information would provide ACIPCOs

customers and competitors with information that might be used (i) by ACIPCOs competitors to

poach ACIPCO customers and (ii) by ACIPCOs customers in future pricing negotiations all of

which would be substantially detrimental to ACIPCOs business (OBrien Aff ir 13)

II ACIPCOS CONFIDENTIAL DOCUMNTS DESERVE IN CAMERA TREATMENT

The documents that are described in this motion warrant in camera treatment as provided

by 16 CFR sect 345(b) Under 16 CFR sect 345(b) requests for in camera treatment must show

that public disclosure ofthe document in question wil result in a clearly defined serious injury

to the person or corporation whose records are involved HP Hood amp Sons Inc 58 FTC

1184 1188 (1961) That showing of a clearly defined serious injury can be made by

establishing that the document in question is sufficiently secret and sufficiently material to the

applicants business that disclosure would result in serious competitive injury In re General

Foods Corp 95 FTC 352 355 (1980) In this context the courts have generally attempted to

protect confidential business information from unnecessary airing Hood 58 F TC at 1188

2020255 v2 5

In this instance the public disclosure of the Confidential Documents would be

unnecessary because they are not essential to explain the rationale of the Commissions decision

in the above styled matter In addition several factors warrant in camera treatment of the

Confidential Documents

A ACIPCO has preserved the confidentiality of the Confidential Documents

ACIPCO has taken significant steps to protect the confidential nature ofthe Confidential

Documents all of which were produced under a compulsory subpoena process ACIPCO

produced all the Confidential Documents subject to the Protective Order entered in this matter

and designated all such documents as confidential either by stamping confidential on all such

documents or by designating the documents as confidential in an accompanying

correspondence (OBrien Aff ir 14)

Furthermore ACIPCO keeps the information contained in the Confidential Documents

confidential and the information is not publicly available (OBrien Aff ir 15) ACIPCO has

taken reasonable measures to protect the confidentiality of the Confidential Documents

(OBrien Aff ir 15) Only a limited number of ACIPCO employees have knowledge of or

access to the information contained in the Confidential Documents and it would be extremely

difficult if not impossible for ACIPCOs competitors or other outside persons to access or reshy

create the information contained therein (OBrien Aff ir 16) These efforts demonstrate that

ACIPCO has gone to great lengths to preserve the confidentiality ofthe information contained in

the Confidential Documents

B Disclosure of the information in the Confidential Documents would result in

serious competitive injury to ACIPCO

Each of the Confidential Documents contain information that is central to ACIPCOs

business and its disclosure would have a serious and direct impact on its competitive position in

2020255 v2 6

the fittings business The information contained in the Confidential Documents would be

extremely valuable to ACIPCOs business parers and competitors as it would provide behindshy

the-scenes insight into ACIPCOs sales pricing customers business strategies and negotiation

strategies all of which are highly confidential and unavailable to the public

For example if ACIPCOs competitors and business partners are able to view internal

discussions regarding business strategy negotiations and pricing such competitors could use that

information to their advantage and ACIPCOs disadvantage in future negotiations

Furthermore if ACIPCOs customers are able to view the prices and rates that all of ACIPCOs

other customers pay they could use that information to leverage different prices and rates for

themselves Similarly if ACIPCOs competitors are able to view ACIPCOs customer lists and

sales information those competitors would be free to approach ACIPCOs customers armed with

valuable information and possibly poach ACIPCOs customers

Taken together the information contained in the Confidential Documents is central to

ACIPCOs business Preserving the confidentiality of this commercially sensitive information is

critical for ACIPCO to maintain its market position and competitive advantage which are the

result of substantial investment over many years (OBrien Aff ir 18) If accorded access to this

confidential information ACIPCOs competitors and business parners could unfairly exploit the

information to their advantage Disclosure would allow ACIPCOs competitors to pinpoint

ACIPCOs prices and use this non-public information to target ACIPCOs customers for their

own competitive gain Access to this information would also enable ACIPCOs competitors to

gain an understanding of ACIPCOs business and negotiating strategies all of which would have

an immediate and lasting detrimental effect on ACIPCOs ability to compete in the fittings

market

2020255 v2 7

The Confidential Documents which are non-public documents of a non-party are the

types of protected materials the public -- and by extension competitors -- should not be permitted

to access If disclosed their confidentiality is destroyed completely and ACIPCO wil suffer

significant harm

C The likelihood of serious competitive harm to ACIPCO outweighs any public

interest in disclosure of the Confidential Documents

As a non-party requesting in camera treatment of confidential competitively sensitive

business information ACIPCO deserves special solicitude for its Confidential Documents In

the Matter of Kaiser Aluminum amp Chemical Corporation 103 FTC 500 (1984) (order directing

in camera treatment for sales statistics over five years old) Granting in camera treatment of

confidential competitively sensitive information for a reasonable period encourages non-parties

to cooperate with future discovery requests in adjudicative proceedings Id Indeed ACIPCO

has cooperated with the discovery demands made upon it by the Complaint Counsel and

Mc Wane in this case

On the other hand publicly disclosing ACIPCOs sensitive information wil not

materially promote the resolution of this matter nor wil it be necessary to understand the

Courts decision-making process In re Bristol-Myers Co 90 FTC 455 456 (1977) Thus the

balance ofthe interests clearly favors in camera treatment for the Confidential Documents in this

matter

D Protection for the Confidential Documents warrants lasting protection

The information contained in Confidential Documents warrants lasting protection

because it is sufficiently secret and sufficiently material to (ACIPCOs) business that disclosure

would result in competitive injury General Foods 95 FTC at 355 see also 16 CFR sect

345(b) Hood 58 FTC at 1188 (courts have generally attempted to protect confidential

2020255 v2 8

business information from unnecessary airing) Indefinite in camera treatment is granted under

certain circumstances including where the competitive sensitivity or the proprietary value of the

information wil not diminish with the passage of time In re Coca Cola Co 1990 FTC LEXIS

364 (Oct 17 1990) Examples of this information include trade secrets secret formulas

processes and other secret technical information and information that is privileged In re

Hoechst Marion RousseL Inc 2000 FTC LEXIS 157 (Nov 22 2000)

Exhibits CX 2295 and 2296 in particular warrant indefinite in camera treatment

because such exhibits contain lists of ACIPCOs customers which are trade secrets under

Alabama law under certain circumstances that are present in this instance See Public Systems

Inc v Towry 587 So 2d 969 973 (Ala 1991) (customers lists may be treated as trade secrets

especially when the lists contain specific information about customers for example their

buying habits)

The remaining Confidential Documents contain core business information customer

data pricing and cost information business strategies and negotiating strategies that are vital to

ACIPCOs competitive position and overall business strategy (OBrien Aff ir 17)

Accordingly ACIPCO respectfully requests that Exhibits CX 1894 CX 1895 CX 1902 CX

1907 and CX 1924 be afforded in camera treatment for a period of five years

Respectfully submitted this the 19th day of September 2012

lsi Brent W Dorner Gary M London (LON001) John C Morrow (MOR054) Brent W Dorner (DOR026)

Attorneys for AMRICAN CAST IRON PIPE COMPANY

OF COUNSEL

2020255 v2 9

BURR amp FORMAN LLP 3400 Wachovia Tower 420 North 20th Street Biringham Alabama 35203

Telephone (205) 251-3000 Facsimile (205) 458-5100 Email glondonburrcom

jmorrowburrcom bdornerburrcom

2020255 v2 10

the exception being a few large diameter fittings that ACIPCO manufactures ACIPCO invests

significant time and resources in conducting negotiations with its customers and suppliers

Disclosure of this exhibit would allow ACIPCOs competitors including the manufacturerIi

referenced in the email string to view and analyze ACIPCOs internal pricing and business

strategy and would substantially affect and harm ACIPCOs future dealings with its customers

and suppliers (OBrien Aff irir 9 11)

Exhibit CX 1924 is a September 2009 email string and a related attachment The

attachment contains data regarding ACIPCOs average costs to purchase fittings and ACIPCOs

average costs to manufacture fittings The email discusses the data contained in the attachment

and discusses ACIPCOs strategy for the purchase and manufacture of fittings based on the data

As with the previous exhibits this exhibit contains highly confidential internal business strategy

as well as confidential internal cost data ACIPCO would be at a severe competitive

disadvantage if its competitors were permitted to review the data contained in the attachment and

the internal strategy discussion contained in the emaiL The candor contained in both Exhibits

CX 1907 and CX 1924 demonstrate the expectation that the strategy discussions and data would

remain confidentiaL (OBrien Aff irir 10 11)

Exhibits CX 2295 and CX 2296 are voluminous spreadsheets containing information

relating to ACIPCOs fittings sales by its two divisions American Ductile Iron Pipe and

American Flow Control Together these two divisions account for all fittings sales by ACIPCO

The spreadsheets contain customer names dates of sales a description of the products sold the

quantities of the products sold the total tonnage sold and the total price paid by each customer

for the time period January 2003 - March 2012 Thus these spreadsheets contain a complete and

detailed sales history of every fittings sale by ACIPCO during the time period covered in the

2020255 v2 4

spreadsheets ACIPCO considers all of the information contained on these spreadsheets

particularly the identity of its customers the products such customers buy and the prices paid by

such customers to be trade secrets vital to the company and highly confidentiaL (OBrien Aff

irir 12 13)

Disclosure of the information contained in Exhibits CX 2295 and CX 2296 would make

public the lists of customer names the products purchased and the prices paid by those

customers all of which ACIPCO and its divisions consider to be trade secrets vital to the

company and highly confidential information As these exhibits also include a description of the

type and quantity of particular fittings bought by each customer the date of the sale and the

prices paid by each customer public disclosure of this information would provide ACIPCOs

customers and competitors with information that might be used (i) by ACIPCOs competitors to

poach ACIPCO customers and (ii) by ACIPCOs customers in future pricing negotiations all of

which would be substantially detrimental to ACIPCOs business (OBrien Aff ir 13)

II ACIPCOS CONFIDENTIAL DOCUMNTS DESERVE IN CAMERA TREATMENT

The documents that are described in this motion warrant in camera treatment as provided

by 16 CFR sect 345(b) Under 16 CFR sect 345(b) requests for in camera treatment must show

that public disclosure ofthe document in question wil result in a clearly defined serious injury

to the person or corporation whose records are involved HP Hood amp Sons Inc 58 FTC

1184 1188 (1961) That showing of a clearly defined serious injury can be made by

establishing that the document in question is sufficiently secret and sufficiently material to the

applicants business that disclosure would result in serious competitive injury In re General

Foods Corp 95 FTC 352 355 (1980) In this context the courts have generally attempted to

protect confidential business information from unnecessary airing Hood 58 F TC at 1188

2020255 v2 5

In this instance the public disclosure of the Confidential Documents would be

unnecessary because they are not essential to explain the rationale of the Commissions decision

in the above styled matter In addition several factors warrant in camera treatment of the

Confidential Documents

A ACIPCO has preserved the confidentiality of the Confidential Documents

ACIPCO has taken significant steps to protect the confidential nature ofthe Confidential

Documents all of which were produced under a compulsory subpoena process ACIPCO

produced all the Confidential Documents subject to the Protective Order entered in this matter

and designated all such documents as confidential either by stamping confidential on all such

documents or by designating the documents as confidential in an accompanying

correspondence (OBrien Aff ir 14)

Furthermore ACIPCO keeps the information contained in the Confidential Documents

confidential and the information is not publicly available (OBrien Aff ir 15) ACIPCO has

taken reasonable measures to protect the confidentiality of the Confidential Documents

(OBrien Aff ir 15) Only a limited number of ACIPCO employees have knowledge of or

access to the information contained in the Confidential Documents and it would be extremely

difficult if not impossible for ACIPCOs competitors or other outside persons to access or reshy

create the information contained therein (OBrien Aff ir 16) These efforts demonstrate that

ACIPCO has gone to great lengths to preserve the confidentiality ofthe information contained in

the Confidential Documents

B Disclosure of the information in the Confidential Documents would result in

serious competitive injury to ACIPCO

Each of the Confidential Documents contain information that is central to ACIPCOs

business and its disclosure would have a serious and direct impact on its competitive position in

2020255 v2 6

the fittings business The information contained in the Confidential Documents would be

extremely valuable to ACIPCOs business parers and competitors as it would provide behindshy

the-scenes insight into ACIPCOs sales pricing customers business strategies and negotiation

strategies all of which are highly confidential and unavailable to the public

For example if ACIPCOs competitors and business partners are able to view internal

discussions regarding business strategy negotiations and pricing such competitors could use that

information to their advantage and ACIPCOs disadvantage in future negotiations

Furthermore if ACIPCOs customers are able to view the prices and rates that all of ACIPCOs

other customers pay they could use that information to leverage different prices and rates for

themselves Similarly if ACIPCOs competitors are able to view ACIPCOs customer lists and

sales information those competitors would be free to approach ACIPCOs customers armed with

valuable information and possibly poach ACIPCOs customers

Taken together the information contained in the Confidential Documents is central to

ACIPCOs business Preserving the confidentiality of this commercially sensitive information is

critical for ACIPCO to maintain its market position and competitive advantage which are the

result of substantial investment over many years (OBrien Aff ir 18) If accorded access to this

confidential information ACIPCOs competitors and business parners could unfairly exploit the

information to their advantage Disclosure would allow ACIPCOs competitors to pinpoint

ACIPCOs prices and use this non-public information to target ACIPCOs customers for their

own competitive gain Access to this information would also enable ACIPCOs competitors to

gain an understanding of ACIPCOs business and negotiating strategies all of which would have

an immediate and lasting detrimental effect on ACIPCOs ability to compete in the fittings

market

2020255 v2 7

The Confidential Documents which are non-public documents of a non-party are the

types of protected materials the public -- and by extension competitors -- should not be permitted

to access If disclosed their confidentiality is destroyed completely and ACIPCO wil suffer

significant harm

C The likelihood of serious competitive harm to ACIPCO outweighs any public

interest in disclosure of the Confidential Documents

As a non-party requesting in camera treatment of confidential competitively sensitive

business information ACIPCO deserves special solicitude for its Confidential Documents In

the Matter of Kaiser Aluminum amp Chemical Corporation 103 FTC 500 (1984) (order directing

in camera treatment for sales statistics over five years old) Granting in camera treatment of

confidential competitively sensitive information for a reasonable period encourages non-parties

to cooperate with future discovery requests in adjudicative proceedings Id Indeed ACIPCO

has cooperated with the discovery demands made upon it by the Complaint Counsel and

Mc Wane in this case

On the other hand publicly disclosing ACIPCOs sensitive information wil not

materially promote the resolution of this matter nor wil it be necessary to understand the

Courts decision-making process In re Bristol-Myers Co 90 FTC 455 456 (1977) Thus the

balance ofthe interests clearly favors in camera treatment for the Confidential Documents in this

matter

D Protection for the Confidential Documents warrants lasting protection

The information contained in Confidential Documents warrants lasting protection

because it is sufficiently secret and sufficiently material to (ACIPCOs) business that disclosure

would result in competitive injury General Foods 95 FTC at 355 see also 16 CFR sect

345(b) Hood 58 FTC at 1188 (courts have generally attempted to protect confidential

2020255 v2 8

business information from unnecessary airing) Indefinite in camera treatment is granted under

certain circumstances including where the competitive sensitivity or the proprietary value of the

information wil not diminish with the passage of time In re Coca Cola Co 1990 FTC LEXIS

364 (Oct 17 1990) Examples of this information include trade secrets secret formulas

processes and other secret technical information and information that is privileged In re

Hoechst Marion RousseL Inc 2000 FTC LEXIS 157 (Nov 22 2000)

Exhibits CX 2295 and 2296 in particular warrant indefinite in camera treatment

because such exhibits contain lists of ACIPCOs customers which are trade secrets under

Alabama law under certain circumstances that are present in this instance See Public Systems

Inc v Towry 587 So 2d 969 973 (Ala 1991) (customers lists may be treated as trade secrets

especially when the lists contain specific information about customers for example their

buying habits)

The remaining Confidential Documents contain core business information customer

data pricing and cost information business strategies and negotiating strategies that are vital to

ACIPCOs competitive position and overall business strategy (OBrien Aff ir 17)

Accordingly ACIPCO respectfully requests that Exhibits CX 1894 CX 1895 CX 1902 CX

1907 and CX 1924 be afforded in camera treatment for a period of five years

Respectfully submitted this the 19th day of September 2012

lsi Brent W Dorner Gary M London (LON001) John C Morrow (MOR054) Brent W Dorner (DOR026)

Attorneys for AMRICAN CAST IRON PIPE COMPANY

OF COUNSEL

2020255 v2 9

BURR amp FORMAN LLP 3400 Wachovia Tower 420 North 20th Street Biringham Alabama 35203

Telephone (205) 251-3000 Facsimile (205) 458-5100 Email glondonburrcom

jmorrowburrcom bdornerburrcom

2020255 v2 10

spreadsheets ACIPCO considers all of the information contained on these spreadsheets

particularly the identity of its customers the products such customers buy and the prices paid by

such customers to be trade secrets vital to the company and highly confidentiaL (OBrien Aff

irir 12 13)

Disclosure of the information contained in Exhibits CX 2295 and CX 2296 would make

public the lists of customer names the products purchased and the prices paid by those

customers all of which ACIPCO and its divisions consider to be trade secrets vital to the

company and highly confidential information As these exhibits also include a description of the

type and quantity of particular fittings bought by each customer the date of the sale and the

prices paid by each customer public disclosure of this information would provide ACIPCOs

customers and competitors with information that might be used (i) by ACIPCOs competitors to

poach ACIPCO customers and (ii) by ACIPCOs customers in future pricing negotiations all of

which would be substantially detrimental to ACIPCOs business (OBrien Aff ir 13)

II ACIPCOS CONFIDENTIAL DOCUMNTS DESERVE IN CAMERA TREATMENT

The documents that are described in this motion warrant in camera treatment as provided

by 16 CFR sect 345(b) Under 16 CFR sect 345(b) requests for in camera treatment must show

that public disclosure ofthe document in question wil result in a clearly defined serious injury

to the person or corporation whose records are involved HP Hood amp Sons Inc 58 FTC

1184 1188 (1961) That showing of a clearly defined serious injury can be made by

establishing that the document in question is sufficiently secret and sufficiently material to the

applicants business that disclosure would result in serious competitive injury In re General

Foods Corp 95 FTC 352 355 (1980) In this context the courts have generally attempted to

protect confidential business information from unnecessary airing Hood 58 F TC at 1188

2020255 v2 5

In this instance the public disclosure of the Confidential Documents would be

unnecessary because they are not essential to explain the rationale of the Commissions decision

in the above styled matter In addition several factors warrant in camera treatment of the

Confidential Documents

A ACIPCO has preserved the confidentiality of the Confidential Documents

ACIPCO has taken significant steps to protect the confidential nature ofthe Confidential

Documents all of which were produced under a compulsory subpoena process ACIPCO

produced all the Confidential Documents subject to the Protective Order entered in this matter

and designated all such documents as confidential either by stamping confidential on all such

documents or by designating the documents as confidential in an accompanying

correspondence (OBrien Aff ir 14)

Furthermore ACIPCO keeps the information contained in the Confidential Documents

confidential and the information is not publicly available (OBrien Aff ir 15) ACIPCO has

taken reasonable measures to protect the confidentiality of the Confidential Documents

(OBrien Aff ir 15) Only a limited number of ACIPCO employees have knowledge of or

access to the information contained in the Confidential Documents and it would be extremely

difficult if not impossible for ACIPCOs competitors or other outside persons to access or reshy

create the information contained therein (OBrien Aff ir 16) These efforts demonstrate that

ACIPCO has gone to great lengths to preserve the confidentiality ofthe information contained in

the Confidential Documents

B Disclosure of the information in the Confidential Documents would result in

serious competitive injury to ACIPCO

Each of the Confidential Documents contain information that is central to ACIPCOs

business and its disclosure would have a serious and direct impact on its competitive position in

2020255 v2 6

the fittings business The information contained in the Confidential Documents would be

extremely valuable to ACIPCOs business parers and competitors as it would provide behindshy

the-scenes insight into ACIPCOs sales pricing customers business strategies and negotiation

strategies all of which are highly confidential and unavailable to the public

For example if ACIPCOs competitors and business partners are able to view internal

discussions regarding business strategy negotiations and pricing such competitors could use that

information to their advantage and ACIPCOs disadvantage in future negotiations

Furthermore if ACIPCOs customers are able to view the prices and rates that all of ACIPCOs

other customers pay they could use that information to leverage different prices and rates for

themselves Similarly if ACIPCOs competitors are able to view ACIPCOs customer lists and

sales information those competitors would be free to approach ACIPCOs customers armed with

valuable information and possibly poach ACIPCOs customers

Taken together the information contained in the Confidential Documents is central to

ACIPCOs business Preserving the confidentiality of this commercially sensitive information is

critical for ACIPCO to maintain its market position and competitive advantage which are the

result of substantial investment over many years (OBrien Aff ir 18) If accorded access to this

confidential information ACIPCOs competitors and business parners could unfairly exploit the

information to their advantage Disclosure would allow ACIPCOs competitors to pinpoint

ACIPCOs prices and use this non-public information to target ACIPCOs customers for their

own competitive gain Access to this information would also enable ACIPCOs competitors to

gain an understanding of ACIPCOs business and negotiating strategies all of which would have

an immediate and lasting detrimental effect on ACIPCOs ability to compete in the fittings

market

2020255 v2 7

The Confidential Documents which are non-public documents of a non-party are the

types of protected materials the public -- and by extension competitors -- should not be permitted

to access If disclosed their confidentiality is destroyed completely and ACIPCO wil suffer

significant harm

C The likelihood of serious competitive harm to ACIPCO outweighs any public

interest in disclosure of the Confidential Documents

As a non-party requesting in camera treatment of confidential competitively sensitive

business information ACIPCO deserves special solicitude for its Confidential Documents In

the Matter of Kaiser Aluminum amp Chemical Corporation 103 FTC 500 (1984) (order directing

in camera treatment for sales statistics over five years old) Granting in camera treatment of

confidential competitively sensitive information for a reasonable period encourages non-parties

to cooperate with future discovery requests in adjudicative proceedings Id Indeed ACIPCO

has cooperated with the discovery demands made upon it by the Complaint Counsel and

Mc Wane in this case

On the other hand publicly disclosing ACIPCOs sensitive information wil not

materially promote the resolution of this matter nor wil it be necessary to understand the

Courts decision-making process In re Bristol-Myers Co 90 FTC 455 456 (1977) Thus the

balance ofthe interests clearly favors in camera treatment for the Confidential Documents in this

matter

D Protection for the Confidential Documents warrants lasting protection

The information contained in Confidential Documents warrants lasting protection

because it is sufficiently secret and sufficiently material to (ACIPCOs) business that disclosure

would result in competitive injury General Foods 95 FTC at 355 see also 16 CFR sect

345(b) Hood 58 FTC at 1188 (courts have generally attempted to protect confidential

2020255 v2 8

business information from unnecessary airing) Indefinite in camera treatment is granted under

certain circumstances including where the competitive sensitivity or the proprietary value of the

information wil not diminish with the passage of time In re Coca Cola Co 1990 FTC LEXIS

364 (Oct 17 1990) Examples of this information include trade secrets secret formulas

processes and other secret technical information and information that is privileged In re

Hoechst Marion RousseL Inc 2000 FTC LEXIS 157 (Nov 22 2000)

Exhibits CX 2295 and 2296 in particular warrant indefinite in camera treatment

because such exhibits contain lists of ACIPCOs customers which are trade secrets under

Alabama law under certain circumstances that are present in this instance See Public Systems

Inc v Towry 587 So 2d 969 973 (Ala 1991) (customers lists may be treated as trade secrets

especially when the lists contain specific information about customers for example their

buying habits)

The remaining Confidential Documents contain core business information customer

data pricing and cost information business strategies and negotiating strategies that are vital to

ACIPCOs competitive position and overall business strategy (OBrien Aff ir 17)

Accordingly ACIPCO respectfully requests that Exhibits CX 1894 CX 1895 CX 1902 CX

1907 and CX 1924 be afforded in camera treatment for a period of five years

Respectfully submitted this the 19th day of September 2012

lsi Brent W Dorner Gary M London (LON001) John C Morrow (MOR054) Brent W Dorner (DOR026)

Attorneys for AMRICAN CAST IRON PIPE COMPANY

OF COUNSEL

2020255 v2 9

BURR amp FORMAN LLP 3400 Wachovia Tower 420 North 20th Street Biringham Alabama 35203

Telephone (205) 251-3000 Facsimile (205) 458-5100 Email glondonburrcom

jmorrowburrcom bdornerburrcom

2020255 v2 10

In this instance the public disclosure of the Confidential Documents would be

unnecessary because they are not essential to explain the rationale of the Commissions decision

in the above styled matter In addition several factors warrant in camera treatment of the

Confidential Documents

A ACIPCO has preserved the confidentiality of the Confidential Documents

ACIPCO has taken significant steps to protect the confidential nature ofthe Confidential

Documents all of which were produced under a compulsory subpoena process ACIPCO

produced all the Confidential Documents subject to the Protective Order entered in this matter

and designated all such documents as confidential either by stamping confidential on all such

documents or by designating the documents as confidential in an accompanying

correspondence (OBrien Aff ir 14)

Furthermore ACIPCO keeps the information contained in the Confidential Documents

confidential and the information is not publicly available (OBrien Aff ir 15) ACIPCO has

taken reasonable measures to protect the confidentiality of the Confidential Documents

(OBrien Aff ir 15) Only a limited number of ACIPCO employees have knowledge of or

access to the information contained in the Confidential Documents and it would be extremely

difficult if not impossible for ACIPCOs competitors or other outside persons to access or reshy

create the information contained therein (OBrien Aff ir 16) These efforts demonstrate that

ACIPCO has gone to great lengths to preserve the confidentiality ofthe information contained in

the Confidential Documents

B Disclosure of the information in the Confidential Documents would result in

serious competitive injury to ACIPCO

Each of the Confidential Documents contain information that is central to ACIPCOs

business and its disclosure would have a serious and direct impact on its competitive position in

2020255 v2 6

the fittings business The information contained in the Confidential Documents would be

extremely valuable to ACIPCOs business parers and competitors as it would provide behindshy

the-scenes insight into ACIPCOs sales pricing customers business strategies and negotiation

strategies all of which are highly confidential and unavailable to the public

For example if ACIPCOs competitors and business partners are able to view internal

discussions regarding business strategy negotiations and pricing such competitors could use that

information to their advantage and ACIPCOs disadvantage in future negotiations

Furthermore if ACIPCOs customers are able to view the prices and rates that all of ACIPCOs

other customers pay they could use that information to leverage different prices and rates for

themselves Similarly if ACIPCOs competitors are able to view ACIPCOs customer lists and

sales information those competitors would be free to approach ACIPCOs customers armed with

valuable information and possibly poach ACIPCOs customers

Taken together the information contained in the Confidential Documents is central to

ACIPCOs business Preserving the confidentiality of this commercially sensitive information is

critical for ACIPCO to maintain its market position and competitive advantage which are the

result of substantial investment over many years (OBrien Aff ir 18) If accorded access to this

confidential information ACIPCOs competitors and business parners could unfairly exploit the

information to their advantage Disclosure would allow ACIPCOs competitors to pinpoint

ACIPCOs prices and use this non-public information to target ACIPCOs customers for their

own competitive gain Access to this information would also enable ACIPCOs competitors to

gain an understanding of ACIPCOs business and negotiating strategies all of which would have

an immediate and lasting detrimental effect on ACIPCOs ability to compete in the fittings

market

2020255 v2 7

The Confidential Documents which are non-public documents of a non-party are the

types of protected materials the public -- and by extension competitors -- should not be permitted

to access If disclosed their confidentiality is destroyed completely and ACIPCO wil suffer

significant harm

C The likelihood of serious competitive harm to ACIPCO outweighs any public

interest in disclosure of the Confidential Documents

As a non-party requesting in camera treatment of confidential competitively sensitive

business information ACIPCO deserves special solicitude for its Confidential Documents In

the Matter of Kaiser Aluminum amp Chemical Corporation 103 FTC 500 (1984) (order directing

in camera treatment for sales statistics over five years old) Granting in camera treatment of

confidential competitively sensitive information for a reasonable period encourages non-parties

to cooperate with future discovery requests in adjudicative proceedings Id Indeed ACIPCO

has cooperated with the discovery demands made upon it by the Complaint Counsel and

Mc Wane in this case

On the other hand publicly disclosing ACIPCOs sensitive information wil not

materially promote the resolution of this matter nor wil it be necessary to understand the

Courts decision-making process In re Bristol-Myers Co 90 FTC 455 456 (1977) Thus the

balance ofthe interests clearly favors in camera treatment for the Confidential Documents in this

matter

D Protection for the Confidential Documents warrants lasting protection

The information contained in Confidential Documents warrants lasting protection

because it is sufficiently secret and sufficiently material to (ACIPCOs) business that disclosure

would result in competitive injury General Foods 95 FTC at 355 see also 16 CFR sect

345(b) Hood 58 FTC at 1188 (courts have generally attempted to protect confidential

2020255 v2 8

business information from unnecessary airing) Indefinite in camera treatment is granted under

certain circumstances including where the competitive sensitivity or the proprietary value of the

information wil not diminish with the passage of time In re Coca Cola Co 1990 FTC LEXIS

364 (Oct 17 1990) Examples of this information include trade secrets secret formulas

processes and other secret technical information and information that is privileged In re

Hoechst Marion RousseL Inc 2000 FTC LEXIS 157 (Nov 22 2000)

Exhibits CX 2295 and 2296 in particular warrant indefinite in camera treatment

because such exhibits contain lists of ACIPCOs customers which are trade secrets under

Alabama law under certain circumstances that are present in this instance See Public Systems

Inc v Towry 587 So 2d 969 973 (Ala 1991) (customers lists may be treated as trade secrets

especially when the lists contain specific information about customers for example their

buying habits)

The remaining Confidential Documents contain core business information customer

data pricing and cost information business strategies and negotiating strategies that are vital to

ACIPCOs competitive position and overall business strategy (OBrien Aff ir 17)

Accordingly ACIPCO respectfully requests that Exhibits CX 1894 CX 1895 CX 1902 CX

1907 and CX 1924 be afforded in camera treatment for a period of five years

Respectfully submitted this the 19th day of September 2012

lsi Brent W Dorner Gary M London (LON001) John C Morrow (MOR054) Brent W Dorner (DOR026)

Attorneys for AMRICAN CAST IRON PIPE COMPANY

OF COUNSEL

2020255 v2 9

BURR amp FORMAN LLP 3400 Wachovia Tower 420 North 20th Street Biringham Alabama 35203

Telephone (205) 251-3000 Facsimile (205) 458-5100 Email glondonburrcom

jmorrowburrcom bdornerburrcom

2020255 v2 10

the fittings business The information contained in the Confidential Documents would be

extremely valuable to ACIPCOs business parers and competitors as it would provide behindshy

the-scenes insight into ACIPCOs sales pricing customers business strategies and negotiation

strategies all of which are highly confidential and unavailable to the public

For example if ACIPCOs competitors and business partners are able to view internal

discussions regarding business strategy negotiations and pricing such competitors could use that

information to their advantage and ACIPCOs disadvantage in future negotiations

Furthermore if ACIPCOs customers are able to view the prices and rates that all of ACIPCOs

other customers pay they could use that information to leverage different prices and rates for

themselves Similarly if ACIPCOs competitors are able to view ACIPCOs customer lists and

sales information those competitors would be free to approach ACIPCOs customers armed with

valuable information and possibly poach ACIPCOs customers

Taken together the information contained in the Confidential Documents is central to

ACIPCOs business Preserving the confidentiality of this commercially sensitive information is

critical for ACIPCO to maintain its market position and competitive advantage which are the

result of substantial investment over many years (OBrien Aff ir 18) If accorded access to this

confidential information ACIPCOs competitors and business parners could unfairly exploit the

information to their advantage Disclosure would allow ACIPCOs competitors to pinpoint

ACIPCOs prices and use this non-public information to target ACIPCOs customers for their

own competitive gain Access to this information would also enable ACIPCOs competitors to

gain an understanding of ACIPCOs business and negotiating strategies all of which would have

an immediate and lasting detrimental effect on ACIPCOs ability to compete in the fittings

market

2020255 v2 7

The Confidential Documents which are non-public documents of a non-party are the

types of protected materials the public -- and by extension competitors -- should not be permitted

to access If disclosed their confidentiality is destroyed completely and ACIPCO wil suffer

significant harm

C The likelihood of serious competitive harm to ACIPCO outweighs any public

interest in disclosure of the Confidential Documents

As a non-party requesting in camera treatment of confidential competitively sensitive

business information ACIPCO deserves special solicitude for its Confidential Documents In

the Matter of Kaiser Aluminum amp Chemical Corporation 103 FTC 500 (1984) (order directing

in camera treatment for sales statistics over five years old) Granting in camera treatment of

confidential competitively sensitive information for a reasonable period encourages non-parties

to cooperate with future discovery requests in adjudicative proceedings Id Indeed ACIPCO

has cooperated with the discovery demands made upon it by the Complaint Counsel and

Mc Wane in this case

On the other hand publicly disclosing ACIPCOs sensitive information wil not

materially promote the resolution of this matter nor wil it be necessary to understand the

Courts decision-making process In re Bristol-Myers Co 90 FTC 455 456 (1977) Thus the

balance ofthe interests clearly favors in camera treatment for the Confidential Documents in this

matter

D Protection for the Confidential Documents warrants lasting protection

The information contained in Confidential Documents warrants lasting protection

because it is sufficiently secret and sufficiently material to (ACIPCOs) business that disclosure

would result in competitive injury General Foods 95 FTC at 355 see also 16 CFR sect

345(b) Hood 58 FTC at 1188 (courts have generally attempted to protect confidential

2020255 v2 8

business information from unnecessary airing) Indefinite in camera treatment is granted under

certain circumstances including where the competitive sensitivity or the proprietary value of the

information wil not diminish with the passage of time In re Coca Cola Co 1990 FTC LEXIS

364 (Oct 17 1990) Examples of this information include trade secrets secret formulas

processes and other secret technical information and information that is privileged In re

Hoechst Marion RousseL Inc 2000 FTC LEXIS 157 (Nov 22 2000)

Exhibits CX 2295 and 2296 in particular warrant indefinite in camera treatment

because such exhibits contain lists of ACIPCOs customers which are trade secrets under

Alabama law under certain circumstances that are present in this instance See Public Systems

Inc v Towry 587 So 2d 969 973 (Ala 1991) (customers lists may be treated as trade secrets

especially when the lists contain specific information about customers for example their

buying habits)

The remaining Confidential Documents contain core business information customer

data pricing and cost information business strategies and negotiating strategies that are vital to

ACIPCOs competitive position and overall business strategy (OBrien Aff ir 17)

Accordingly ACIPCO respectfully requests that Exhibits CX 1894 CX 1895 CX 1902 CX

1907 and CX 1924 be afforded in camera treatment for a period of five years

Respectfully submitted this the 19th day of September 2012

lsi Brent W Dorner Gary M London (LON001) John C Morrow (MOR054) Brent W Dorner (DOR026)

Attorneys for AMRICAN CAST IRON PIPE COMPANY

OF COUNSEL

2020255 v2 9

BURR amp FORMAN LLP 3400 Wachovia Tower 420 North 20th Street Biringham Alabama 35203

Telephone (205) 251-3000 Facsimile (205) 458-5100 Email glondonburrcom

jmorrowburrcom bdornerburrcom

2020255 v2 10

The Confidential Documents which are non-public documents of a non-party are the

types of protected materials the public -- and by extension competitors -- should not be permitted

to access If disclosed their confidentiality is destroyed completely and ACIPCO wil suffer

significant harm

C The likelihood of serious competitive harm to ACIPCO outweighs any public

interest in disclosure of the Confidential Documents

As a non-party requesting in camera treatment of confidential competitively sensitive

business information ACIPCO deserves special solicitude for its Confidential Documents In

the Matter of Kaiser Aluminum amp Chemical Corporation 103 FTC 500 (1984) (order directing

in camera treatment for sales statistics over five years old) Granting in camera treatment of

confidential competitively sensitive information for a reasonable period encourages non-parties

to cooperate with future discovery requests in adjudicative proceedings Id Indeed ACIPCO

has cooperated with the discovery demands made upon it by the Complaint Counsel and

Mc Wane in this case

On the other hand publicly disclosing ACIPCOs sensitive information wil not

materially promote the resolution of this matter nor wil it be necessary to understand the

Courts decision-making process In re Bristol-Myers Co 90 FTC 455 456 (1977) Thus the

balance ofthe interests clearly favors in camera treatment for the Confidential Documents in this

matter

D Protection for the Confidential Documents warrants lasting protection

The information contained in Confidential Documents warrants lasting protection

because it is sufficiently secret and sufficiently material to (ACIPCOs) business that disclosure

would result in competitive injury General Foods 95 FTC at 355 see also 16 CFR sect

345(b) Hood 58 FTC at 1188 (courts have generally attempted to protect confidential

2020255 v2 8

business information from unnecessary airing) Indefinite in camera treatment is granted under

certain circumstances including where the competitive sensitivity or the proprietary value of the

information wil not diminish with the passage of time In re Coca Cola Co 1990 FTC LEXIS

364 (Oct 17 1990) Examples of this information include trade secrets secret formulas

processes and other secret technical information and information that is privileged In re

Hoechst Marion RousseL Inc 2000 FTC LEXIS 157 (Nov 22 2000)

Exhibits CX 2295 and 2296 in particular warrant indefinite in camera treatment

because such exhibits contain lists of ACIPCOs customers which are trade secrets under

Alabama law under certain circumstances that are present in this instance See Public Systems

Inc v Towry 587 So 2d 969 973 (Ala 1991) (customers lists may be treated as trade secrets

especially when the lists contain specific information about customers for example their

buying habits)

The remaining Confidential Documents contain core business information customer

data pricing and cost information business strategies and negotiating strategies that are vital to

ACIPCOs competitive position and overall business strategy (OBrien Aff ir 17)

Accordingly ACIPCO respectfully requests that Exhibits CX 1894 CX 1895 CX 1902 CX

1907 and CX 1924 be afforded in camera treatment for a period of five years

Respectfully submitted this the 19th day of September 2012

lsi Brent W Dorner Gary M London (LON001) John C Morrow (MOR054) Brent W Dorner (DOR026)

Attorneys for AMRICAN CAST IRON PIPE COMPANY

OF COUNSEL

2020255 v2 9

BURR amp FORMAN LLP 3400 Wachovia Tower 420 North 20th Street Biringham Alabama 35203

Telephone (205) 251-3000 Facsimile (205) 458-5100 Email glondonburrcom

jmorrowburrcom bdornerburrcom

2020255 v2 10

business information from unnecessary airing) Indefinite in camera treatment is granted under

certain circumstances including where the competitive sensitivity or the proprietary value of the

information wil not diminish with the passage of time In re Coca Cola Co 1990 FTC LEXIS

364 (Oct 17 1990) Examples of this information include trade secrets secret formulas

processes and other secret technical information and information that is privileged In re

Hoechst Marion RousseL Inc 2000 FTC LEXIS 157 (Nov 22 2000)

Exhibits CX 2295 and 2296 in particular warrant indefinite in camera treatment

because such exhibits contain lists of ACIPCOs customers which are trade secrets under

Alabama law under certain circumstances that are present in this instance See Public Systems

Inc v Towry 587 So 2d 969 973 (Ala 1991) (customers lists may be treated as trade secrets

especially when the lists contain specific information about customers for example their

buying habits)

The remaining Confidential Documents contain core business information customer

data pricing and cost information business strategies and negotiating strategies that are vital to

ACIPCOs competitive position and overall business strategy (OBrien Aff ir 17)

Accordingly ACIPCO respectfully requests that Exhibits CX 1894 CX 1895 CX 1902 CX

1907 and CX 1924 be afforded in camera treatment for a period of five years

Respectfully submitted this the 19th day of September 2012

lsi Brent W Dorner Gary M London (LON001) John C Morrow (MOR054) Brent W Dorner (DOR026)

Attorneys for AMRICAN CAST IRON PIPE COMPANY

OF COUNSEL

2020255 v2 9

BURR amp FORMAN LLP 3400 Wachovia Tower 420 North 20th Street Biringham Alabama 35203

Telephone (205) 251-3000 Facsimile (205) 458-5100 Email glondonburrcom

jmorrowburrcom bdornerburrcom

2020255 v2 10

BURR amp FORMAN LLP 3400 Wachovia Tower 420 North 20th Street Biringham Alabama 35203

Telephone (205) 251-3000 Facsimile (205) 458-5100 Email glondonburrcom

jmorrowburrcom bdornerburrcom

2020255 v2 10

CERTIFICATE OF SERVICE

I hereby certify that I have served a copy of the foregoing document by Federal Express or by US First Class Mail and by email on this the 19th day of September 2012

The Office of the Secretary Federal Trade Commission 600 Pennsylvania Ave NW RoomH-l13 Washington DC 20580

Honorable D Michael Chappell Administrative Law Judge Federal Trade Commission 600 Pennsylvania Ave NW RoomH-106 Washington DC 20580 oaljftcgov

Thomas W Thagard II

Maynard Cooper amp Gale PC 1901 Sixth Avenue North 2400 RegionsHarbert Tower Birmingham AL 35203 tthagardmavnardcoopercom

Edward Hassi Federal Trade Commission 600 Pennsylvania Ave NW Washington DC 20580 ehassiftcgov

Michael J Bloom Bureau of Competition Federal Trade Commission 601 New Jersey Avenue NW Washington DC 20580 mjbloomftcgov

lsi Brent W Dorner OF COUNSEL

2020255 v2 11

FTC Docket No 9351

EXHIBIT 1 (eX 1894)

BUR R FOR MAN LLP

results maller

Gary M London J giDndanbur~om 4ti Norih 20th Street

Direel Digraveal (205) 45amp-5203 ) igravetiquest~ Surrr 3400

Direct Fax (205) 244612 BirmingJiam AL 35203

Offre (205) 2513000

Fax (205) 458-5100September 92010

BURRCOM

Christopher Renner Federal Trade Commission Bureau of Competition 601 New Jersey Avenue NW Washington DC 20580

Re 2009 and 2010 Fittings Sales Summary

Dear Mr Renner

Enclosed is a swnmary of American Cast Iron Pipe Company4s (American) domestically

manufactured fittngs sales for the year 2009 and the year 2010 to date The fittings size range is 30 through 64 American did not domestically manufacture fittings in sizes 24 and smaller As you can see the company has broken its anual fittings sales down by customer category doBars and tonnage

American treats these numbers as highly confidential and requests that the Federal Trade Commission treats them in the same manner If you have further questions please contact me at your convenience

5trYYOUszlig~G~~ GMLlthn Enclosure

1859800 vI

ACIP000001 CONFIDENTIAL-FTC Docket No 9351

BUR R FOR MAN LLP

results maller

Gary M London J giDndanbur~om 4ti Norih 20th Street

Direel Digraveal (205) 45amp-5203 ) igravetiquest~ Surrr 3400

Direct Fax (205) 244612 BirmingJiam AL 35203

Offre (205) 2513000

Fax (205) 458-5100September 92010

BURRCOM

Christopher Renner Federal Trade Commission Bureau of Competition 601 New Jersey Avenue NW Washington DC 20580

Re 2009 and 2010 Fittings Sales Summary

Dear Mr Renner

Enclosed is a swnmary of American Cast Iron Pipe Company4s (American) domestically

manufactured fittngs sales for the year 2009 and the year 2010 to date The fittings size range is 30 through 64 American did not domestically manufacture fittings in sizes 24 and smaller As you can see the company has broken its anual fittings sales down by customer category doBars and tonnage

American treats these numbers as highly confidential and requests that the Federal Trade Commission treats them in the same manner If you have further questions please contact me at your convenience

5trYYOUszlig~G~~ GMLlthn Enclosure

1859800 vI

ACIP000001 CONFIDENTIAL-FTC Docket No 9351

REDACTED

( iuml

ACIP000002 CONFIDENTIAL-FTC Docket No 9351

FTC Docket No 9351

EXHIBIT 2 (eX 1895)

~

13 U R R e FOR MAN LLP

results matter

Ga M Lodon 420 North 20th Stretglondonburrco

DigraverectDial (205) 458-5203 SUII 3400 DjretFax (205)244-5672

Binningham AL 35203

Offce (205) 251-3000

Fax (205) 4585100April 7 2011

BURRCOM

Christopher Renner Federal Trade Commission Bureau of Competition 601 New Jersey Avenue NW Washigton DC 20580

Re 2008 through lst quarter 2~11 Fittings Sales Summary

Dear Mr Renner

Recently on behalf of the Federal Trade Commission you requested that American Cast han Pipe Company (American) produce certain irormation relating to the sale of domestically manufactured fittgs

Enclosed is a sumary of American1s domestcally manufactured fittings sales for the year 2008 though the 1st quarer of20il As you requested American has broken the information out by

quarter for each year The information is organied by size rage in both dollars and toll This

information is for all domestically manufactured fittgs sold for use in the Untied States The fittings size range is 30ri through 6411 American did not domestically manufacture fittings in sizes 2411 and smaller

American treats these numbers as highly confdential and requests that the Federa Trade Commssion treats them in the same maner If you have further questions please contact me at your convenience

GMLtlm Enclosure

1908488 vI

ACIP000003 CONFIDENTIAL-FTC Docket No 9351

FTC Docket No 9351

EXHIBIT 2 (eX 1895)

~

13 U R R e FOR MAN LLP

results matter

Ga M Lodon 420 North 20th Stretglondonburrco

DigraverectDial (205) 458-5203 SUII 3400 DjretFax (205)244-5672

Binningham AL 35203

Offce (205) 251-3000

Fax (205) 4585100April 7 2011

BURRCOM

Christopher Renner Federal Trade Commission Bureau of Competition 601 New Jersey Avenue NW Washigton DC 20580

Re 2008 through lst quarter 2~11 Fittings Sales Summary

Dear Mr Renner

Recently on behalf of the Federal Trade Commission you requested that American Cast han Pipe Company (American) produce certain irormation relating to the sale of domestically manufactured fittgs

Enclosed is a sumary of American1s domestcally manufactured fittings sales for the year 2008 though the 1st quarer of20il As you requested American has broken the information out by

quarter for each year The information is organied by size rage in both dollars and toll This

information is for all domestically manufactured fittgs sold for use in the Untied States The fittings size range is 30ri through 6411 American did not domestically manufacture fittings in sizes 2411 and smaller

American treats these numbers as highly confdential and requests that the Federa Trade Commssion treats them in the same maner If you have further questions please contact me at your convenience

GMLtlm Enclosure

1908488 vI

ACIP000003 CONFIDENTIAL-FTC Docket No 9351

~

13 U R R e FOR MAN LLP

results matter

Ga M Lodon 420 North 20th Stretglondonburrco

DigraverectDial (205) 458-5203 SUII 3400 DjretFax (205)244-5672

Binningham AL 35203

Offce (205) 251-3000

Fax (205) 4585100April 7 2011

BURRCOM

Christopher Renner Federal Trade Commission Bureau of Competition 601 New Jersey Avenue NW Washigton DC 20580

Re 2008 through lst quarter 2~11 Fittings Sales Summary

Dear Mr Renner

Recently on behalf of the Federal Trade Commission you requested that American Cast han Pipe Company (American) produce certain irormation relating to the sale of domestically manufactured fittgs

Enclosed is a sumary of American1s domestcally manufactured fittings sales for the year 2008 though the 1st quarer of20il As you requested American has broken the information out by

quarter for each year The information is organied by size rage in both dollars and toll This

information is for all domestically manufactured fittgs sold for use in the Untied States The fittings size range is 30ri through 6411 American did not domestically manufacture fittings in sizes 2411 and smaller

American treats these numbers as highly confdential and requests that the Federa Trade Commssion treats them in the same maner If you have further questions please contact me at your convenience

GMLtlm Enclosure

1908488 vI

ACIP000003 CONFIDENTIAL-FTC Docket No 9351

REDACTED

CONFIDENTIAl

ACIP000004 CONFIDENTIAL-FTC Docket No 9351

REDACTED

CONFIDENTIAl

ACIP000005 CONFIDENTIAL-FTC Docket No 9351

REDACTED

CONFIDENTIAL

ACIP000006 CONFIDENTIAL-FTC Docket No 9351

I

REDACTED

CONFIDENTIAl

ACIP000007 CONFIDENTIAL-FTC Docket No 9351

FTC Docket No 9351

EXHIBIT 3 (eX 1902)

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002676

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002677

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002678

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002679

I

FTC Docket No 9351

iexcl

EXHIBIT 4 (eX 1907)

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP000068

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP000069

FTC Docket No 9351

EXHIBIT 5 (eX 1924)

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002601

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002602

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTE o

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

REDACTED

CONFIDENTIAl

ACIP000005 CONFIDENTIAL-FTC Docket No 9351

REDACTED

CONFIDENTIAL

ACIP000006 CONFIDENTIAL-FTC Docket No 9351

I

REDACTED

CONFIDENTIAl

ACIP000007 CONFIDENTIAL-FTC Docket No 9351

FTC Docket No 9351

EXHIBIT 3 (eX 1902)

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002676

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002677

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002678

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002679

I

FTC Docket No 9351

iexcl

EXHIBIT 4 (eX 1907)

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP000068

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP000069

FTC Docket No 9351

EXHIBIT 5 (eX 1924)

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002601

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002602

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTE o

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

REDACTED

CONFIDENTIAL

ACIP000006 CONFIDENTIAL-FTC Docket No 9351

I

REDACTED

CONFIDENTIAl

ACIP000007 CONFIDENTIAL-FTC Docket No 9351

FTC Docket No 9351

EXHIBIT 3 (eX 1902)

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002676

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002677

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002678

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002679

I

FTC Docket No 9351

iexcl

EXHIBIT 4 (eX 1907)

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP000068

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP000069

FTC Docket No 9351

EXHIBIT 5 (eX 1924)

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002601

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002602

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTE o

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

I

REDACTED

CONFIDENTIAl

ACIP000007 CONFIDENTIAL-FTC Docket No 9351

FTC Docket No 9351

EXHIBIT 3 (eX 1902)

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002676

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002677

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002678

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002679

I

FTC Docket No 9351

iexcl

EXHIBIT 4 (eX 1907)

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP000068

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP000069

FTC Docket No 9351

EXHIBIT 5 (eX 1924)

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002601

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002602

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTE o

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

FTC Docket No 9351

EXHIBIT 3 (eX 1902)

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002676

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002677

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002678

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002679

I

FTC Docket No 9351

iexcl

EXHIBIT 4 (eX 1907)

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP000068

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP000069

FTC Docket No 9351

EXHIBIT 5 (eX 1924)

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002601

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002602

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTE o

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002676

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002677

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002678

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002679

I

FTC Docket No 9351

iexcl

EXHIBIT 4 (eX 1907)

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP000068

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP000069

FTC Docket No 9351

EXHIBIT 5 (eX 1924)

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002601

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002602

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTE o

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002677

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002678

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002679

I

FTC Docket No 9351

iexcl

EXHIBIT 4 (eX 1907)

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP000068

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP000069

FTC Docket No 9351

EXHIBIT 5 (eX 1924)

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002601

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002602

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTE o

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002678

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002679

I

FTC Docket No 9351

iexcl

EXHIBIT 4 (eX 1907)

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP000068

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP000069

FTC Docket No 9351

EXHIBIT 5 (eX 1924)

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002601

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002602

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTE o

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002679

I

FTC Docket No 9351

iexcl

EXHIBIT 4 (eX 1907)

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP000068

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP000069

FTC Docket No 9351

EXHIBIT 5 (eX 1924)

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002601

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002602

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTE o

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

I

FTC Docket No 9351

iexcl

EXHIBIT 4 (eX 1907)

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP000068

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP000069

FTC Docket No 9351

EXHIBIT 5 (eX 1924)

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002601

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002602

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTE o

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP000068

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP000069

FTC Docket No 9351

EXHIBIT 5 (eX 1924)

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002601

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002602

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTE o

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP000069

FTC Docket No 9351

EXHIBIT 5 (eX 1924)

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002601

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002602

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTE o

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

FTC Docket No 9351

EXHIBIT 5 (eX 1924)

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002601

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002602

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTE o

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002601

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002602

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTE o

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

REDACTED

CONFIDENTIAL - FTC Docket No 9351 ACIP002602

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTE o

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTE o

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

REDACTED

REDACTED

REDACTED

REDACTED

REDACTE o

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

REDACTED

REDACTED

REDACTED

REDACTE o

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

REDACTED

REDACTED

REDACTE o

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

REDACTED

REDACTE o

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

REDACTE o

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

REDACTED

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

REDACTED

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

REDACTED

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

REDACTED

--

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

FTC Docket No 9351

EXHIBIT 6 (eX 2295)

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

oW

U~ow

f-

i

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

oilf-Uuml coil 0

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

o wi-o -o wi

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

~

o w~Uuml~ o waelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

o Wf-o shyo w tY

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

o WI-o -o wt

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

FTC Docket No 9351

EXHIBIT 7 (eX 2296)

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

oil ~ o coil Ct

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

o Wf-Uumlo W 0

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

1

o WI-o o o w Ct

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

oilIshyUuml 0oil a

o i-woo w a

oWf-o~ owaelig

o i-woo w a

oWf-o~ owaelig

oWf-o~ owaelig